EXHIBIT 3.9
[LOGO APPEARS HERE]
COMPANIES COMMISSION OF MALAYSIA
FORM 13
COMPANIES ACT, 1965
[Section 23 (2)]
Company No:
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59884 D
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DECLARATION OF ORGANIZATION NAME CHANGE
This is to certify that
CHIPPAC MALAYSIA SDN. BHD.
Which was incorporated under the Companies Act 1965 on 3rd July 1980, as
a private company, on this day 11th of August 2004 changed its name to
STATS CHIPPAC MALAYSIA SDN. BHD.
And that the company is a private company limited by shares.
Approved by the authorized signatory and seal in Kuala Lumpur on 11th August
2004.
[CHOP APEARS HERE] /S/ PJTEH BT MAHMOOD
PJTEH BT MAHMOOD
ASSISTANT REGISTRAR OF COMPANIES
MALAYSIA
[LOGO APPEARS HERE]
(Registry Of Companies)
MALAYSIA
FORM 13
COMPANIES ACT, 1965
[Section 23 (2)]
Company No:
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59884 D
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DECLARATION OF ORGANIZATION NAME CHANGE
This is to certify that
INTERSIL TECHNOLOGY SDN. BHD.
Which was incorporated under the Companies Act 1965 on 3rd July 1980, as a
private company, has on this day 10th August 2000 changed its name to
CHIPPAC MALAYSIA SDN BHD.
And that the company is a private company limited by shares.
Approved by the authorized signatory and seal in Kuala Lumpur on 10th August
2000.
[CHOP APPEARS HERE] /S/ ANUAR BIN SHAMAD
ANUAR BIN SHAMAD
ASSISTANT REGISTRAR OF COMPANIES
MALAYSIA
[LOGO APPEARS HERE]
(Registry Of Companies)
MALAYSIA
FORM 13
COMPANIES ACT, 1965
[Section 23 (2)]
Company No:
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59884 D
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DECLARATION OF ORGANIZATION NAME CHANGE
This is to certify that
HARRIS ADVANCED TECHNOLOGY (MALAYSIA) SDN. BHD.
Which was incorporated under the Companies Act 1965 on 3rd July 1980 as a
private company, has on this day 18th September 1999 changed its name to
INTERSIL TECHNOLOGY SDN. BHD.
And that the company is a private company limited by shares.
Approved by the authorized signatory and seal in Kuala Lumpur on 18th September
1999.
[CHOP APEARS HERE] /S/ ANUAR BIN SHAMAD
ANUAR BIN SHAMAD
ASSISTANT REGISTRAR OF COMPANIES
MALAYSIA
THE COMPANIES ACT, 1965
[STAMP APPEARS
HERE]
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PRIVATE COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
OF
HARRIS ADVANCED TECHNOLOGY (MALAYSIA) SDN. BHD.
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1. The name of the Company is "HARRIS ADVANCED TECHNOLOGY (MALAYSIA)
SDN. Bhd.
2. The registered office of the Company will be situated in Malaysia.
3. The objects for which the Company is established are all or any of
the following, it being intended that the objects or all or any of the objects
specified in each paragraph of this clause shall except and unless where
otherwise expressed in such paragraph be in no wise limited or restricted by
reference to or inference from the terms of any other paragraph or group of
paragraphs and shall be capable of being pursued as an independent object and
either alone or in conjunction with all or any one or more of the other objects
specified in the same or in any other paragraph or group of paragraphs and the
discontinuance or abandonment of all or any of the business or objects
hereinafter referred to shall not prevent the Company from carrying on any other
business authorized to be carried on by the Company and it is hereby expressly
declared that in the interpretation of this clause the meaning of any of the
Company's objects shall not be restricted by reference to any other object or by
the juxtaposition of two or more of them and that in the event of any ambiguity
this clause shall be construed in such a way as to widen and not to restrict the
powers of the Company:-
(1) To design, develop, manufacture, assemble, test,
package, ship and sell semi-conductors and other
electronic components and devices of any type, and
electronic and electro-mechanical machines, systems,
sub-systems, sub-assemblies and products of any kind.
(2) To import, produce, manufacture, export, distribute,
purchase, sell trade and deal in either as principals
or agents all manner of electronic and electrical
components and equipment.
[CHOP APPEARS HERE]
(3) To carry on the business of electronic, electrical
and mechanical engineers and manufacturers, workers
and dealers in electronic and electrical apparatus
and good and the manufacture, sale or hire of
apparatus or goods to which the application of
electronic, electricity or any like science or power
that can be used as a substitute therefore, is or may
be useful, convenient or ornamental, or any other
business of a like nature.
(4) To carry on all or any of the businesses of
manufacturers, installers, maintainers, repairers of
and dealers in electronic and electrical appliances
and apparatus of every description, and of and in
radio, television and telecommunication requisites
and supplies, and electronic and electrical
apparatus, appliances, equipment and stores of all
kinds.
(5) To purchase, subscribe for or otherwise acquire and
hold shares, stock, debentures, debenture stock,
bonds, obligations, and securities issued or
guaranteed by any company whether constituted or
carrying on business in Malaysia or elsewhere, and
debentures, debenture stock, bonds, obligations and
securities issued or guaranteed by any government,
sovereign ruler, commissioners, public body or
authority, supreme, municipal, local or otherwise,
whether at home or abroad.
(6) To acquire any such shares, stock, debentures,
debenture stock, obligations or securities by
original subscription, tender, purchase, exchange or
otherwise either for cash or a consideration other
than cash and to subscribe for the same, either
conditionally or otherwise and to underwrite,
sub-underwrite or guarantee the subscription thereof
in any manner and to exercise and enforce all or any
of the rights and powers conferred by or incident to
the ownership thereof.
(7) To issue debentures, debenture stock, bonds,
obligations, and securities of all kinds, and to
frame, constitute and secure the same, as may seem
expedient, with full power to make the same
transferable by delivery, or by instrument of
transfer or otherwise, and either perpetual or
terminable, and either redeemable or otherwise, and
to charge or secure the same by trust, deed, or
otherwise, on the undertaking of the Company, or upon
any specific property and rights, present and future,
of the Company (including, if thought fit, uncalled
capital), or otherwise howsoever.
[CHOP APPEARS HERE]
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(8) To invest money at interest on the security of
immovable property or any interest therein or on the
security of any movable property or assets of any
kind and generally to lend and advance money with or
without security upon such terms as may be arranged
and to guarantee either with or without remuneration
the payment of moneys or debts by any person or
company and to guarantee the performance of any
contracts, bond s or obligations and to discount,
buy, sell and deal in bills, notes, warrants, coupons
and other negotiable or transferable securities or
documents.
(9) To facilitate and encourage the creation, issue or
conversion of debentures, debenture stock, bonds,
obligations, shares, stock and securities, and to act
as trustees in connection with any such securities,
and to take part in the conversion of business
concerns and undertakings into companies.
(10) To take part in the formation, management,
supervision, or control of the business or operations
of any company or undertaking, and for that purpose
to appoint and remunerate any directors, accountants,
or other experts or agents.
(11) To constitute any trusts with a view to the issue of
preferred and deferred or any other special stocks or
securities based on, or representing any shares,
stocks or other assets, specifically appropriated for
the purpose of any such trust, and to settle and
regulate, and if thought fit to undertake and execute
any such trusts, and to issue, dispose of, or hold
any such preferred, deferred, or other special stocks
or securities.
(12) To give any guarantee in relation to the repayment of
any debentures, debenture stock, bonds, obligations,
stocks, shares, or other securities, or the payment
of any interest or dividends thereon.
(13) Generally to carry on business as financiers and to
undertake and carry out all such operations and
transactions as an individual capitalist may lawfully
undertake and carry out.
(14) To purchase, take on lease, or in exchange, hire, or
otherwise acquire and hold for any estate or interest
and work and develop any lands, buildings, easements,
rights, privileges, concessions, machinery, patents,
plants, stock in trade, and immovable and movable
property of any kind.
[CHOP APPEARS HERE]
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(15) To build, construct, alter, improve, maintain,
develop, work, manage, carry out or control any
buildings, factories, warehouses, shops, stores,
houses, and other works and conveniences which may
seem calculated directly or indirectly to advance the
Company's interests and to contribute and subsidize
or otherwise assist or take part in the construction,
improvement, maintenance, working, management,
carrying out or control hereof.
(16) To borrow or raise or secure the payment of money in
such manner as may be thought fit, and for that
purpose to issue notes, debentures, or debenture
stock, perpetual or redeemable, or to accept bills of
exchange or make promissory notes and to secure the
repayment or any moneys borrowed or raised or owing
by the Company by a charge or lien upon or conveyance
of the whole or any part of the Company's property or
assets, including its uncalled capital, and to give
the lenders and creditors or trusts on their behalf,
powers of sale and all other usual and necessary
powers.
(17) To transact or carry on any kind of agency business,
and in particular in relation to the investment of
money, the sale of property and the collection and
receipt of money.
(18) To carry on the business of general importers and
exporters, manufacturers, general merchants,
commission agents, and wholesale or retail dealers of
articles of all kinds and descriptions and whether
manufactured or in a raw state and to buy, sell,
barter, exchange, or otherwise deal in the same.
(19) To apply for, purchase, or otherwise acquire, use,
assign, sell and generally deal in patents, patent
rights, trade marks, designs, or other exclusive or
limited rights or privileges, and to use develop,
grant licenses and otherwise turn to account the
same, or any interests thereunder, and at pleasure to
dispose of the same in any way.
[CHOP APPEARS HERE]
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(20) To purchase, take on lease, or otherwise acquire, any
mines, mining rights and metaliferous coal, oil, or
any other mineral bearing lands in Malaysia or
elsewhere, and any interest therein, and to explore,
work, exercise, develop, and turn to account the same
including power to crush, win, get, acquire, smelt,
calcine, refine, dress, amalgamate, manipulate and
prepare for market any ore, metal, coal, oil and
mineral substances of all kinds and to carry on any
other metallurgical operations which may seem
conducive to any of the Company's objects, and to
buy, sell, manufacture, and deal in, minerals,
metals, plant, machinery, instruments, conveniences,
provisions, and things, capable of being use in
connection with metallurgical operations or required
by labourers, workmen and other employed by the
Company.
(21) To carry on the business of land water transport
owners and suppliers, commission agents, shipping
agents, and brokers, shippers, freighters,
lightermen, wharfingers, forwarding agents,
stevedores, labour suppliers, warehousemen,
shipbuilders, ship owners, building contractors,
insurance agents, and ship chandlers.
(22) To carry on all or any of the business of silk
mercers, silk weavers, cotton spinners, cloth
manufacturers, furriers, haberdashers, hosiers,
importers, and wholesale and retail dealers of and in
textile fabrics of all kinds, milliners, dressmakers,
tailors, hatters, clothiers, outfitters, glovers,
lace manufacturers, feather dressers, boot and shoe
makers, manufacturers and importers and wholesale and
retail dealers of and in matches, soap, biscuits,
leather goods, household furniture, ironmongery,
turnery, and other household fittings and utensils,
ornaments, stationery, and fancy goods, dealers in
provisions, drugs, chemicals and other articles and
commodities of personal and household use and
consumption, and generally of and in all manufactured
goods, raw materials, provisions and products.
(23) To pay for any property or rights acquired by the
Company, either in cash or in fully or partly paid
shares, with or without preferred or deferred rights
in respect of dividend or repayment of capital or
otherwise, or by the issue of securities, or partly
in one mode and partly in another and generally on
such terms as may be arranged or determined.
[CHOP APPEARS HERE]
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(24) To carry on in connection with the above such other
businesses as may be conveniently or profitably
carried on therewith or may usefully employ or turn
to account or enhance the value of or render
profitable any of the Company's property or rights.
(25) To acquire and undertake the whole or any part of the
business, goodwill and assets of any person, firm or
company carrying on or proposing to carry on any of
the businesses which this Company is authorized to
carry on and as part of the consideration for such
acquisition to undertake all or any of the
liabilities of such person, firm, or company or to
acquire an interest in, amalgamate with or enter into
any arrangements for sharing profits or for
co-operation or for limiting competition or for
mutual assistance with any person, firm or company
and to give or accept by way of consideration for any
of the acts or things aforesaid or for any property
acquired, any shares, debentures, or securities that
may be agreed upon and to hold good and retail or
sell, mortgage and deal with any shares, debentures
or securities so received.
(26) To promote any other company for the purpose of
acquiring all or any of the property and undertaking
and all or any of the liabilities of this Company or
of undertaking any business or operations which may
appear likely enhance the value of any property or
business of this Company and to place or guarantee
the placing of, underwrite, apply for, accept and
hold or subscribe, the whole or any part of the
capital or securities or to lend money to or
guarantee the performance of the contract of any such
company.
(27) To sell, improve, manage, develop, exchange, lease,
mortgage, enfranchise, dispose of, turn to account or
otherwise deal with the whole or any part of the
undertaking, property, assets and rights of the
Company, either together or in portions for such
consideration as may be agreed and in particular for
shares, debentures, debenture stock or securities of
any company purchasing the same.
(28) To draw, make, accept, endorse, discount, execute and
issue promissory notes, bills of exchange, bills of
lading, warrants, debentures, debenture stock and
other negotiable or transferable instruments.
[CHOP APPEARS HERE]
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(29) To acquire or obtain from any government or
authority, supreme, municipal, local or otherwise, or
any corporation, company or person any charters,
rights, privileges, and concessions which may be
conducive to any of the objects of the Company and to
accept, make payments under, carry out, exercise and
comply with any such charters, rights, privileges and
concessions.
(30) To act as agents or brokers and subject to compliance
with any restrictions imposed by law as trustees for
any person, firm or company and also to act in any of
the businesses of the Company through or by means of
agents, brokers, sub-contractors, or others.
(31) To grant pensions or gratuities to any past or
serving directors, officers, or employees of the
Company or to the relations, connections or
dependants of any such persons, or to effect and make
payment towards insurances in respect of and for the
benefit of any such persons and to establish or
support associations, institutions, cubs, funds and
trusts (whether solely connected with the trade,
carried on by the Company or any subsidiary company
or not) which may be considered or calculated to
benefit any such persons or otherwise advance the
interests of the Company or of its members.
(32) To remunerate any person, firm or company rendering
services to this Company either by cash payment or by
the allotment to him or them of shares or securities
of the Company credited as fully paid up in full or
in part or otherwise.
(33) To pay all or any expenses incurred in connection
with the formation and incorporation of the Company
or to contract with any person, firm or company to
pay the same and to pay commissions to brokers and
others for underwriting, placing, selling, or
guaranteeing the subscription of any shares,
debentures or securities of this Company or a company
promoted by this Company.
(34) To effect insurances against losses, damage, risks
and liabilities of all kinds which may affect any
person or company having contractual relationship
with the Company and to act as agents for insurers
and insurance brokers.
[CHOP APPEARS HERE]
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(35) To distribute among the members of the Company in
kind any property of the Company and in particular
any immovable property or any shares, debentures or
securities of other companies belonging to this
Company or of which this Company may have the power
of disposing, but so that no distribution involving a
reduction of the capital may be made without such
sanctions as may be required by law.
(36) To establish branches and agencies for the purposes
of the Company.
(37) Subject to compliance with the restrictions imposed
by law to undertake and execute any trusts the
undertaking whereof may seem desirable and either
gratuitously or otherwise.
(38) To invest and deal with the moneys of the Company not
immediately required upon such securities or without
security and in such manner as may from time to time
be determined.
(39) To appoint from time to time either with full or
restricted powers of sub-delegation and either with
or without remuneration agents, attorneys, local or
Managing Directors, or any persons or corporations
under power of attorney or otherwise within or
outside Malaysia for the purpose of carrying out and
completing all or any of the objects of the Company
as mentioned in this Memorandum of Association and of
arranging, conducting or managing the business or
businesses of the Company or any matter or concern
whatsoever in which the Company now is or may from
time to time be or become or be about to become
interested or concerned with the same or more limited
powers than the Directors of the Company have and to
delegate such powers.
(40) To amalgamate with any other company.
(41) To enter into any arrangement for sharing profits,
union of interests, co-operation, joint venture,
reciprocal concessions or otherwise with any person
or company carrying on or engaged in or about to
carry on or engage in any business or transaction
capable of being conducted so as directly or
indirectly to benefit this Company to take or
otherwise acquire shares and securities of any such
company and to sell, hold, re-issue with or without
guarantee or otherwise deal with the same.
[CHOP APPEARS HERE]
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(42) To cause the Company to be registered or recognized
in any foreign country or place.
(43) To make donations for patriotic or for charitable
purposes.
(44) To transact any lawful business in aid of Malaysia in
the prosecution of any war or hostilities in which
Malaysia is engaged.
(45) Unless expressly excluded or modified herein or by
the Company's Articles of Association to exercise
each and every one of the powers set forth in the
Third Schedule to the Companies Act.
(46) To do all or any of the above things in any part of
the world and either as principals, agents, trustees,
contractors, or otherwise and either alone or in
conjunction with others, and either by or through
local managers, agents, sub-contractors, trustees or
otherwise.
(47) To do all such other things as are incidental or
conducive to the above objects or any of them.
And it is hereby declared that the word "company" in this
clause except where used in reference to this Company shall wherever
the context so permits be deemed to include any partnership or other
body of persons whether incorporated or not, and whether domiciled in
Malaysia or elsewhere.
Liability of members 4. The liability of the members is limited.
Capital 5. The nominal capital of the Company is
M$25,000/- divided into 25,000 ordinary
shares of M$1/- each. The shares in the
original or any increased capital may be
divided into several classes and there may
be attached thereto respectively any
preferential deferred qualified or other
special rights, privileges, conditions or
restrictions as to dividend, capital, voting
or otherwise.
[CHOP APPEARS HERE]
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We, the several persons whose names, addresses an descriptions are
subscribed are desirous of being formed into a company in pursuance of this
Memorandum of Association, and we respectively agree to take the number of
shares in the capital of the company set opposite our respective names.
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Number of shares
Names, Addresses and Descriptions taken by each
Of Shareholders Subscriber
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RONALD KHOO TENG SWEE,
6, Jalan Delima, /s/ RONALD KHOO TENG SWEE One
Kuala Lumpur Advocate & Solicitor (One)
(I. C. No: 1863474)
TRAVIS AUSTIN PURTLE, /s/ TRAVIS AUSTIN PURTLE
'SRI ADILIDA', LOT 1668
MUKIM ULU KLANG One
KUALA LUMPUR Company Executive (One)
(I. C. No: 9528928)
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Dated this 19th day of June, 1980
Witness to the above signatures : -
/s/ JOHARI RAZAK
JOHARI RAZAK
Advocate & Solicitor,
No. 2, Benteng,
Kuala Lumpur
[CHOP APPEARS HERE]
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THE COMPANIES ACT, 1965
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PRIVATE COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
OF
HARRIS ADVANCED TECHNOLOGY (MALAYSIA) SDN. BHD.
TABLE "A"
1. The regulations in Table "A" in the Fourth Schedule to the Act shall
not apply to the Company except so far as the same are repeated or contained in
these Articles.
INTERPRETATION
2. In these Articles the words standing in the first column of the
Table hereinafter contained shall bear the meanings set opposite to them
respectively in the second column thereof, if not inconsistent with the subject
or context: -
WORDS MEANINGS
The Act....................... The Companies Act, 1965
The Statutes ................. The Act and every other Act
Or Ordinance being in force
concerning Joint Stock
Companies and affecting the
Company.
These Articles ............... These Articles of Association
or other regulations of the
Company for the time being
in force.
The Office ................... The Registered Office of the
Company.
The Seal ..................... The Common Seal of the
Company.
Month ........................ Calendar month
In Writing ................... Written, printed or lithographed
or visibly expressed in all or any
of these or and other modes of
representing or reproducing words.
The Directors, or The Directors for the time being
The Board................. of the Company as a body
or a quorum of the Directors
present at a Meeting of the
Directors.
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Member ....................... A member of the Company.
Dividend ..................... Includes bonus.
And words importing the singular number only shall include the
plural number and vice versa.
Words importing the masculine gender only shall include the
feminine gender; and
Words importing persons shall include corporations.
Subject as aforesaid, any words or expressions defined in the
Statutes shall bear the same meaning in these Articles.
PRIVATE COMPANY
3. The Company is a Private Company, and accordingly (a) no invitation
shall be issued to the public to subscribe for any shares or debentures of the
Company; (b) the number of the member of the Company (not including persons who
are in the employment of the Company, and persons who, having been formerly in
the employment of the Company, were while in that employment and have continued
after the determination of that employment to be, members of the Company) shall
be limited to fifty, provided that where two or more persons hold one or more
shares in the Company jointly they shall, for the purposes of this Article, be
treated as a single member; (c) the right to transfer the share of the Company
shall be restricted in manner hereinafter appearing; and (d) no invitation shall
be issued to the public to deposit money with the Company for fixed periods or
payable at call, whether bearing or not bearing interest.
BUSINESS
4. Any branch or kind of business which by the Memorandum of
Association of the Company or these Articles is either expressly or by
implication authorized to be undertaken by the Company may be undertaken by the
Directors at such time or times as they shall think fit and further may be
suffered by them to be in abeyance whether such branch or kind of business may
have been actually commenced or not, so long as the Directors may deem it
expedient not to commence or proceed with such branch or kind of business.
5. The office shall be at such place in Malaysia as the Directors shall
from time to time determine.
SHARES
6. The initial share capital of the Company is M$25,000/- divided into
25,000 ordinary shares of M$1/- each.
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7. The issued and allotment of shares in the capital of the Company
shall be under the control of the Directors and unless otherwise determined by
the Company by special resolution or otherwise agreed by the holders of all the
shares for the time being issued, all unissued shares shall before issue be
offered for subscription by the Directors in the following manner: -
a) To all members in proportion to their respective
shareholdings by notice in writing specifying the proportionate number of shares
each member is entitled to and limiting the time to twenty-eight (28) days
within which the offer if not accepted shall be deemed to be declined.
b) Any shares declined in the first offer shall be further
offered only to the members who have accepted the first offer in full, in
proportion to their respective share holdings before the first offer was made,
by notice in writing specifying the proportionate number of shares each such
member is entitled to and limiting the time to fourteen (14) days within which
the offer if not accepted shall be deemed to be declined.
c) Subject as aforesaid, all unissued shares shall be at the
disposal of the Directors and they may allot, grant options over or otherwise
deal with or dispose of the same to such persons, at such times, and generally
on such terms as they think proper, but so that no shares shall be issued at a
discount except in accordance with Section 59 of the Act.
8. The Company may pay a commission to any person in consideration of
his subscribing, or agreeing to subscribe, whether absolutely or conditionally,
or procuring or agreeing to procure subscriptions, whether absolute or
conditional, for any shares in the Capital of the Company, but such commission
shall not exceed 10 per cent of the price at which the shares are issued or an
amount equivalent thereto. Any such commission may be paid in whole or in part
in cash or fully or partly paid shares of the Company at par as may be arranged,
and the Company may, in addition to, or in lieu of, such commission, in
consideration of any person so subscribing or agreeing to subscribe, or of his
procuring or agreeing to procure subscriptions, whether absolute or conditional,
for any shares in the Company, confer on any such person an option to call
within a specified time a specified number or amount of shares in the Company at
a specified price not being less than par. The payment or agreement to pay a
commission or the conferring of an option shall be in the discretion of the
Directors on behalf of the Company. The requirements of Section 54, 58 and 165
of the Act shall be observed, so far as applicable.
[CHOP APPEARS HERE]
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9. No part of the funds of the Company shall, directly or indirectly,
be employed in the purchase of or subscription for or loans upon the security of
any shares in the Company. The Company shall not give any financial assistance
for the purpose of or in connection with the purchase of or subscription for any
shares in the Company or its holding company, if any. Nothing in this Article
shall prohibit transactions mentioned in Section 67 (2) of the Act.
10. Where any shares are issued for the purpose of raising money to
defray the expenses of the construction of any works or buildings, or the
provisions of any plant which cannot be made profitable for a lengthened period,
the Company may pay interest on so much of the Share Capital as is for the time
being paid up for the period and subject to the conditions and restrictions
mentioned in Section 69 of the Act and may charge the same to capital as part of
the cost of the construction of the works or buildings or the provision of the
plant.
11. Except as required by law no person shall be recognized by the
Company as holding any share upon any trust, and the Company shall not be bound
in any way to recognize (even when having notice thereof) any equitable,
contingent, future or partial interest in any share, or any interest in any
fractional part of a share, or (except only as by these Articles or by law
otherwise provided) any other right in respect of any share, except an absolute
right to the entirety thereof in the registered holder.
SHARE CERTIFICATES
12. Every member shall be entitled without payment to receive within
two months after allotment or within one month after lodgment of transfer (or
within such period as the conditions of issue shall provide) one certificate in
respect of each class of shares held by him for all his shares of that class or
several certificates each for one or more of his shares of that class upon
payment of $1/- (or such less sum as the Directors shall from time to time
determine) for every certificate after the first. Provided that (i) the Company
shall not be bound to issue more than one certificate in respect of a share held
jointly by several persons and delivery thereof to one of several joint holders
shall be sufficient delivery to all such holders and (ii) a Member who has
transferred part of his shares comprised in a share certificate shall be
entitled to receive without payment and within one month after the lodgment of
the transfer of the shares transferred a certificate in respect of the shares
not transferred.
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13. Every certificate for shares or debentures or representing any
other form of security shall be under the Seal and shall bear the autographic
signatures of one Director and of the Secretary. Every Certificate for shares
shall specify the number and class of shares to which it relates and the amount
paid up thereon.
14. If any such certificate shall be worn out, defaced, destroyed or
lost it may be renewed on such evidence being produced as the Directors shall
require and in the case of wearing out or defacement on delivery up of the old
certificate and in the case of destruction or loss or execution of such
indemnify (if any) and in either case on payment of such sum not exceeding one
dollar as the Directors may from time to time require. In the case of
destruction or loss the Member to whom such renewed certificate is given shall
also bear the loss and pay to the Company all expenses incidental to the
investigations by the Company of the evidence of such destruction or loss and to
such indemnity.
15. No shareholder shall be entitled to receive any dividend or to be
present or vote at any Meeting or upon a poll, or to exercise any privilege as a
Member until he shall have paid all calls for the time being due and payable on
every share held by him, whether alone or jointly with any other person,
together with interest and expenses (if any).
JOINT HOLDERS OF SHARES
16. Where two or more persons are registered as the holders of any
share, they shall be deemed to hold the same tenants with benefit of
survivorship subject to the following provisions: -
a) The Company shall not be bound to register more than
four persons as the holders of any share.
b) The joint holders of a share be liable severally as
well as jointly in respect of all payments which
ought to be made in respect of such share.
c) On the death of any one of such joint holders the
survivors or survivor shall be the only person or
persons recognized by the Company as having any title
to such share but the Directors may require such
evidence of death as they may deem fit.
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d) Any one of such joint holders may give effectual
receipts for any dividend payable to such joint
holders.
e) Only the person whose name stands first in the
Register as one of the joint holders of any share
shall be entitled to delivery of the certificate
relating to such share or to receive notices from the
Company and any notice given to such persons shall be
deemed notice to all the joint holders.
LIEN OF SHARES
17. The Company shall have a first and paramount lien and charges on
all the shares not fully paid up registered in the name of a Member (whether
solely or jointly with others) for all moneys due to the Company from him or his
estate either alone or jointly with any other person, whether a Member or not,
and whether such moneys are presently payable or not. The Company's lien (if
any) on a share shall extend to all dividends payable thereon.
18. For the purpose of enforcing such lien the Directors may sell all
or any of the shares subject thereto in such manner as they think fit, but no
sale shall be made until such time as the moneys are presently payable and until
a Notice in writing stating the amount due and demanding payment and giving
notice of intention to sell in default shall have been served in such a manner
as the Directors shall think fit on such Member or the person (if any) entitled
by transmission to the shares, and default in payment shall have been made by
him or them for seven days after the date of such notice.
19. The net proceeds of any such sale shall be applied in or towards
satisfaction of the amount due and the residue (if any) shall be paid to the
Members of the person (if any) entitled by transmission to the shares provided
always that the Company shall be entitled to a lien upon such residue in respect
of any money due to the Company but not presently payable like to that which it
had upon the shares immediately before the sale thereof.
20. To give effect to any such sale the Directors may authorize some
person to transfer the shares sold to the purchaser and the Directors may enter
the purchaser's name in the Register as holder of the shares and the purchaser
shall not be bound to see to the regularity or validity of or be affected by any
irregularity or invalidity in the proceedings or be bound to see to the
application of the purchase money and after his name has been entered in the
Register the validity of the sale shall not be impeached by any person and the
remedy of any person aggrieved by the sale be in damages only and against the
Company exclusively.
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CALLS OF SHARES
21. The Directors may from time to time make calls upon the members in
respect of any moneys unpaid on their shares or on any class of their shares
(whether on account of the nominal value of the shares or by way of premium) and
not by the conditions of allotment thereof made payable at fixed times: and each
member shall (subject to his having been given at least fourteen days' notice
specifying the time or times and place of payment) pay to the company at the
time or times and place so specified the amount called on his shares. A call may
be made payable by installments. A call may be revoked or postpones as the
Directors may determine. A call shall be deemed to have been made at the time
when the resolution of the Directors authorizing the call was passed.
22. The joint holders of a share shall be jointly and severally liable
to pay all calls in respect thereof.
23. If before or on the day appointed for payment thereof a call
payable in respect of a share is not paid, the person from whom the amount of
the call is due shall pay interest on such amount at the rate of 5 per cent per
annum from the day appointed for payment thereof to the time of actual payment,
and shall also pay all costs, charges and expenses which the company may have
incurred or become liable for in order to procure payment of or in consequence
of the non-payment of such call or installment but the Directors shall be at
liberty to waive payment of interest, costs, charges and expenses wholly or in
part.
24. Any sum which by the terms of allotment of a share is made payable
upon issue of at any fixed date whether on account of the nominal value of the
share or by way of premium and any installment of a call for all purposes of
these Articles be deemed to be a call duly made and payable on the date fixed
for payment and in the case of non-payment the provisions of these Articles as
to payment of interest and expenses, forfeiture and the like and all other
relevant provisions of the Statutes or of these Articles shall apply as if such
sum were a call duly made and notified as hereby provided.
25. The Directors may from time to time make arrangements on the issue
of shares for a difference between the holders of such shares in the amount of
call to be paid and in the time of payment of such calls.
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26. The Directors may if they think fit receive from any shareholder
willing to advance the same all or any part of the moneys due upon his shares
beyond the sums actually called up thereon and upon all or any of the moneys so
advanced the Directors may (until the same would but for such advance become
presently payable) pay or allow such interest as may be agreed upon between them
and such shareholder in addition to the dividend payable upon such part of the
share in respect of which such advance has been made as is actually called up.
Except in liquidation, sums paid in advance of calls shall not, until the same
would but for such advance have become payable, be treated as paid up on the
shares in respect of which they have been paid.
TRANSFER OF SHARES
27. Subject to the restrictions of these Articles, any Member may
transfer all or any of his shares but every transfer must be in writing in the
form approved by the Stock Exchange of Malaysia and Singapore and must be left
at the office accompanied by the certificate of the shares to be transferred and
such other evidence (if any) as the Directors may require to prove the title of
the intending transferor.
28. The instrument of transfer of a share shall be signed both by the
transferor and the transferee, and the transferor shall be deemed to remain the
holder of the share until the name of the transferee is entered in the Register
of Members in respect thereof.
29. No share shall in any circumstances be transferred to any infant,
bankrupt or person of unsound mind. An instrument of transfer must be in respect
of only one class of shares.
30. The Company shall provide a book to be called "Register of
Transfers" which shall be kept by the Secretary under the control of the
Directors, and in which shall be entered the particulars of every transfer or
transmission of every share.
31. The Directors may, in their discretion and without assigning any
reason therefore, refuse to register the transfer of any share, whether or not
it is a fully paid share, and whether or not the Company claims lien on the
same.
32. If the Directors refuse to register a transfer they shall within
one month after the date on which the transfer was lodged with the Company, send
to the transferee notice of the refusal.
33. All instruments of transfer that shall be registered be retained by
the Company.
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34. Any instrument of transfer that the Directors may decline to
register shall be returned to the person who tendered the same for registration,
unless the Directors suspect fraud.
35. Such use, not exceeding One dollar for each transfer, as the
Directors may from time to time determine, may be charged for registration of a
transfer.
36. The register of transfer may be closed during the fourteen days
immediately preceeding every Annual General Meeting of the Company, and at such
other times (if any) and for such period as the Directors may from time to time
determine, provided always that it shall not be closed for more than thirty days
in any years.
TRANSMISSION OF SHARES
37. In the case of the death of a member, the survivors or survivor,
where the deceased was a joint holder, and the executors or administrators of
the deceased, where he was a sole or only surviving holder, shall be the only
persons recognized by the Company as having any title to his shares, but nothing
herein contained shall release the estate of a deceased joint holder from any
liability in respect of any share jointly held by him.
38. Any person becoming entitled to a share in consequence of the death
or bankruptcy of any member may, upon producing such evidence or title as the
Directors shall require, be registered himself as holder of the share, or,
subject to the provisions as to transfers herein contained, transfer the same to
some other person.
39. A person entitled to a share by transmission shall be entitled to
receive, and may give a discharge for any dividends or other moneys payable in
respect of the share, but he shall not be entitled in respect of it to receive
notices or, or to attend or vote at meetings of the Company, or, save as
aforesaid, to exercise any of the rights or privileges of a member, unless and
until he shall become a member in respect of the share.
FORFEITURE OF SHARES
40. (1) If Member fails to pay the whole or any part of any call or
installment of a call on the day appointed for payment thereof, the Directors
may, at any time thereafter during such time as any part of the call or
installment remains unpaid, serve a notice on him requiring payment of so much
of the call or installment as is unpaid, together with any interest and expenses
which may have accrued by reason of such non-payment.
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(2) The notice shall name a further day (not earlier than the
expiration of fourteen days from the date of service of the notice) on or before
which the payment required by the notice is to be made. It shall also name the
place where payment is to be made and shall state that, in the event of
non-payment at or before the time appointed, the shares in respect of which the
call was made will be liable to be forfeited.
41. If the requirements of any such notice as aforesaid are not
complied with any share in respect of which the notice has been given may at any
time thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Directors to that effect.
42. A forfeiture of shares shall include all dividends in respect of
the shares not actually paid before the forfeiture notwithstanding that they
have been declared.
43. A forfeited share may be sold or otherwise disposed of on such
terms and in such manner as the Directors think fit and at any time before a
sale or disposition the forfeiture may be cancelled on such terms as the
Directors think fit.
44. The Company may receive the consideration, if any, given for the
share on any sale or disposition thereof and may execute a transfer of the share
in favour of the person to whom the share is sold or disposed and he shall
thereupon be registered as the holder of the share and shall not be bound to see
to the application of the purchase money, if any, nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of the share.
45. A person whose shares have been forfeited shall cease to be a
member in respect of the forfeited shares, but shall, notwithstanding, remain
liable to pay to the Company all moneys which at the date of forfeiture were
payable by him to the Company in respect of the shares; but his liability shall
cease if and when the Company shall have received payment in full of all such
moneys in respect of the shares.
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46. Notice of any forfeiture shall be given to the holder of the share
forfeited or to the person entitled by transmission to the share forfeited as
the case may be. An entry of the forfeiture with the date thereof shall be made
in the Register of Members opposite to the share. The provisions of this Article
are directory only, and no forfeiture shall be in any manner invalidated by any
omission or give such notice or to make such entry as aforesaid.
47. A statutory declaration in writing that the declarant is the
Director or the Secretary of the Company and that a share in the Company has
been duly forfeited on a date stated in the declaration shall be conclusive
evidence of the facts therein stated as against all persons claiming to be
entitled to the shares.
CONVERSION OF SHARES INTO STOCK
48. The Company in General Meeting may convert any paid-up shares into
stock and may from time to time reconvert such stock into paid-up shares of any
denomination.
49. When any shares have been converted into stock the several holders
of such stock may transfer their respective interests therein or any part of
such interests in such manner as the Company in General Meeting shall direct,
but in default of any such direction then in the same manner and subject to the
same regulations as and subject to which the shares from which the stock arose
might previously to conversion have been transferred or as near thereto as
circumstances will admit. But the Directors may if they think fit from time to
time fix the minimum amount of stock transferable; provided that such minimum
shall not exceed the nominal amount of the shares from which the stock arose.
50. The several holders of stock shall be entitled to participate in
the dividends and profits of the company according to the amount of their
respective interests in such stock and such interests shall, in proportion to
the amount thereof, confer on the holders thereof respectively the same
privileges and advantages for the purposes of voting at meetings of the Company
and for other purposes as if they held the shares from which the stock arose,
but so that none of such privileges or advantages, except the participation in
the dividends, profits and assets of the company, shall be conferred by any such
aliquot part of consolidated stock as would not, if existing in shares, have
conferred such privileges or advantages.
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51. All such provisions of the Articles as are applicable to paid up
shares shall apply to stock and in all such provisions the word "shares" and
"shareholder" shall include "stock" and "stockholder".
INCREASE OF CAPITAL
52. The Company may from time to time by Ordinary Resolution, whether
all the shares for the time being authorized shall have been issued or all the
shares for the time being issued shall have been fully called up or not increase
its capital by the creation and issue of new shares, such aggregate increase to
be of such amount and to be divided into shares of such respective amounts as
the Company by the resolution authorizing such increase directs. The new shares
shall be upon such terms and conditions and with such rights and privileges
annexed thereto as the General Meeting resolving upon the creation thereof shall
direct, and if no direction by given as the Directors shall determine, and in
particular, such new shares may be issued with a preferential or qualified right
to dividends and in the distribution of the assets of the Company and with a
special or restricted right of voting.
53. Subject to the other provisions of these Articles any shares
created by any increase in capital as aforesaid shall be at the disposal of the
Directors who may allot, grant options over or otherwise dispose of them to such
persons, at such times and for such consideration and upon such terms and
conditions as the Directors may determine.
54. Subject to any directions, that may be given in accordance with the
powers contained the Memorandum of Association or these Articles, any capital
raised by the creation of new shares shall be considered as part of the original
capital and as consisting of ordinary shares and shall be subject to the same
provisions with reference to the payment of calls, transfer, transmission,
forfeiture, lien and otherwise as if it has been part of the original capital.
ALTERATIONS OF CAPITAL
55. (1) The Company may by Ordinary Resolution:
(a) consolidate and divide its capital into shares of
larger amount than its existing shares; or
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(b) cancel any shares which at the date of the passing of
the resolution have not been taken or agreed to be
taken by any person and diminish the amount of its
share capital by the amount of the shares so
cancelled; or
(c) by subdivision of its existing shares or any of them
divide its capital or any part thereof into shares of
smaller amount than is fixed by its Memorandum of
Association and so that as between the holders of the
resulting shares one or more of such shares may by
the resolution by which the subdivision is effected
be given any preference or advantage as regards
dividend, capital, voting or otherwise over the
others or any other of such shares; or
(d) And may be special resolution reduce its share
capital, any capital redemption reserve fund or any
share premium account in any manner and with and
subject to any incident authorized and consent
required by law.
(2) Anything done in pursuance of this Article shall be done
in manner provided and subject to any conditions imposed by the Statutes or so
far as they shall not be applicable in accordance with the terms of the
resolution authorizing the same or, so far as such resolution shall not be
applicable, in such manner as the Directors deem most expedient.
MODIFICATION OF CLASS RIGHTS
56. Subject to the provisions of Section 65 of the Act, all or any of
the special rights or privileges attached to any class of shares in the Capital
of the Company for the time being may, at any time, as well before as during
liquidation, be modified, varied, altered or abrogated, either with the consent
in writing of the holders of not less than three-fourths of the issued shares of
the class, or with the sanction of Special Resolution passed at a separate
General Meeting of the holders of shares of the class, and all the provisions
contained in these Articles relating to General Meetings shall mutatis mutandis
apply to every such meeting, but so that the quorum thereof shall be not less
than two persons personally
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present and holding or representing by proxy one-quarter of the issued shares of
the class, and that any holder of shares of the class present in person or by
proxy, shall on a poll be entitled to one vote for each share of the class held
by him, and if at any adjourned meeting or such holders such quorum as afore
said is not present, any two holders of shares of the class who are personally
present shall be a quorum. The Director shall comply with the provisions of
Section 154 of the Act as to forwarding a copy of any such Consent or Resolution
to the Registrar of Companies.
GENERAL MEETINGS
57. The Company shall in each calendar year hold a General Meeting as
its Annual General Meeting as its Annual General in addition to any other
meetings in that year and shall specify the meeting as such in the notices
calling it. Not more than fifteen months shall elapse between the date of one
Annual General Meeting and that of the next. The Annual General Meeting shall be
held at such time and place as the Directors shall appoint.
58. All General Meetings other than Annual General Meetings shall be
called Extraordinary General Meetings.
59. The Directors may whenever they think fit convene an Extraordinary
General Meeting and an Extraordinary General Meeting shall also be convened on
such requisition or in default may be convened by such requisitionist as
provided for by Section 144 of the Act. If at any time there are not within
Malaysia sufficient Directors capable of action to form a quorum at a meeting of
Directors any Director or any two Members may convene an Extraordinary General
Meeting in the same manner as nearly as possible as that in which such a meeting
may be convened by the Directors.
60. The time and place of any meeting shall be determined by the
convenors of the meeting.
NOTICE OF GENERAL MEETINGS
61. An Annual General Meeting and a meeting called for the passing of a
special resolution shall be called by twenty-one days' notice in writing at the
least. Any other meeting of the Company shall be called by fourteen days' notice
in writing at the least.
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Provided that a meeting of the Company shall, notwithstanding that it
is called by shorter notice than that specified in this Article, be deemed to
have been duly called if it is so agreed by the all the members having the right
to attend and vote at the meeting.
62. The notice shall be exclusive of the day on which it is served or
deemed to be served and of the day for which it is given and shall specify the
place, the day and the hour of meeting and in case of special business the
general nature of the business.
63. The notice convening a meeting to consider a special resolution
shall specify the intention to propose the resolution as a special resolution.
64. In every notice calling a meeting they shall appear with reasonable
prominence a statement that a Member entitled to attend and vote is entitled to
appoint one or more proxies to attend and vote instead of him.
65. (1) Notice of every General Meeting shall be given in any
manner authorised by these Articles to :-
(a) every Member holding shares conferring the right to
attend and vote at the meeting who at the time of the
convening of the meeting shall have paid all calls or
other sums presently payable by him in respect of
shares in the Company; and
(b) the auditors of the Company.
(2) No other person shall be entitled to receive notices
of General Meetings; provided that if the meeting be called for the alteration
of the Company's objects, the provisions of Section 28 of the Act regarding
notices to debenture holders shall be complied with.
66. The accidental omission to give notice of a meeting to or the
non-receipt of notice of a meeting by any person entitled to receive notice
shall not invalidate the proceedings at the meeting.
PROCEEDINGS AT GENERAL MEETINGS
67. All business shall be deemed special that is transacted at an
Extraordinary General Meeting and also all that is transacted at an Annual
General Meeting with the exception of the consideration of the accounts, balance
sheets and reports (if any) of the Directors and Auditors,
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the fixing of the remuneration of Directors, the election of Directors in the
place of those retiring by rotation, the declaration of dividends and the
appointment of and the fixing of the remuneration of the Auditors.
68. Two members present in person or by proxy shall be a quorum for a
General Meeting and no business shall be presented at any General Meeting unless
the quorum requisite is present at the commencement of the business. A
corporation being a member shall be deemed to be personally present if
represented in accordance with the provisions of Article 83.
69. If within half an hour from the time appointed for the holding of a
General Meeting a quorum is not present, the meeting if convened on the
requisition of Members shall be dissolved. In any other case it shall stand
adjourned to the same day in the next week at the same time and place and if at
such adjourned meeting a quorum is not present within fifteen minutes from the
time appointed for holding the meeting, them Members present shall be a quorum.
70. The Chairman (if any) of the Board of Directors shall preside as
Chairman at every General Meeting, but if there be no such Chairman, or it at
any meeting he shall be not be present within fifteen minutes after the time
appointed for holding the same, or shall be unwilling to act as Chairman, the
members present shall choose some Director, or if no Director be present, or is
all the Directors present decline to take the chair one of themselves to be
Chairman of the meetings.
71. The Chairman of the meeting may, with the consent of any meeting at
which a quorum is present, and shall, if so directed by the meeting, adjourn the
meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place. When a meeting is adjourned
fro thirty-day or more, notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as aforesaid it shall not be necessary to give
notice of an adjournment or of the business to be transacted at an adjourned
meeting
72. At every General Meeting a Resolution put to the vote of the
meeting shall be decided on a show of hands by the members present in person and
entitled to vote, unless before or upon the declaration of the result of the
show of hands a poll be demanded by the Chairman of
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the meeting or by any member present in person or by proxy, and entitled to
vote. Unless a poll be so demanded, a declaration by the Chairman of the meeting
that a Resolution has been carried, or has been carried by a particular
majority, or lost, or not carried by a particular majority, shall be conclusive,
and an entry to that effect in the book of proceedings of the Company shall be
conclusive evidence thereof, without proof of the number or proportion of the
votes recorded in favour of or against such Resolution.
73. In the case of an equality of votes whether on a show of hands or
on a poll as aforesaid, the Chairman shall be entitled to a second or casting
vote in addition to the vote or votes to which he may be entitled as a member.
74. If a poll is demanded as aforesaid it shall be taken in such manner
and at such time and place as the Chairman of the meeting directs and either at
once or after an interval or adjournment or otherwise and the result of the poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded. The demand for a poll may be withdrawn. In case of any dispute as to
the admission or rejection of a vote the Chairman shall determine the same and
such determination made in good faith shall be final and conclusive.
75. The demand of a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on which a poll has
been demanded.
76. No poll shall be demanded on the election of a Chairman of a
meeting and a poll demanded on a question of adjournment shall be taken at the
meeting and without adjournment.
77. If at any General Meeting any votes shall be counted which ought
not to have been counted or might have been rejected, the errors shall not
vitiate the result of the voting unless it be pointed out at the same meeting,
and be of sufficient magnitude to vitiate the result of the voting.
VOTES OF MEMBERS
78. Subject to any special right or restriction for the time being
attaching to any special class of shares in the capital of the Company, every
Member shall have one vote for every share held by him.
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79. If any Member be a lunatic, idiot or non compos mentis he may vote
by his committee, curator bonis, or other legal curator and such last mentioned
persons may give their votes by proxy but no person claiming to vote pursuant to
his Article shall do so unless such evidence as the Directors may require of his
authority shall have been deposited at the office not less than forty-eight
hours before the time for holding the meeting at which he wishes to vote.
80. If two or more persons are jointly entitled to a share then, in
voting upon any question, the vote of a senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other
registered holders of the share and for this purpose seniority shall be
determined by the order in which the names stand in the Register of Members.
81. Save as herein expressly provided, no other person other than a
Member duly registered and who shall have paid everything for the time being due
from him and payable to the Company in respect of his shares shall be entitled
to be present or to vote on any question, either personally or by proxy at any
General Meeting.
82. Votes may be given either personally or by proxy attorney or
representative. A proxy need not be a Member of the Company.
83. Any corporation which is a Member of this Company may, by
resolution of its directors, authorize any person to act as its representative
at any meeting of this Company; and such representative shall be entitled to
exercise the same powers on behalf of the Company which he represents as if he
had been an individual shareholder.
84. An instrument appointing a proxy shall be in any usual or common
form or in any other form that the Directors shall approve.
85. (1) The instrument appointing a proxy shall be in writing
under the hand of the appointor or of his attorney duly authorized in writing
or, if the appointor is a corporation, either under seal or in some other manner
approved by the Directors.
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(2) An instrument appointing a proxy executed in Malaysia or
the Republic of Singapore need not be witnessed. The signature to an instrument
appointing a proxy executed outside the Republic of Singapore and Malaysia shall
be attested by a Solicitor, Notary Public, Counsel or Magistrate but the
Directors may from time to time waive or modify this requirement either
generally or in a particular case or cases.
86. The instrument appointing a proxy and the power of attorney or
other authority, if any, under which it is signed or a notarially certified copy
of such power or authority shall be deposited at the Office or at such other
place within Malaysia as is specified for that purpose in the notice convening
the meeting at least forty-eight hours before the time appointed for holding the
meeting or adjourned meeting as the case may be; otherwise the person so named
shall not be entitled to vote in respect thereof.
87. The instrument appointing a proxy shall be deemed to confer
authority generally to act at the meeting for the member given the proxy.
88. Unless otherwise directed by the Chairman, a vote given in
accordance with the terms of any instrument of proxy shall be treated as valid
notwithstanding the previous death or insanity of the principal or revocation of
the proxy or of the authority under which the proxy was executed or the transfer
of the share in respect of which the proxy is given provided that no intimation
in writing of such death, insanity, revocation or transfer as aforesaid shall
have been received by the Company at the Office before the commencement of the
meeting or adjourned meeting at which the proxy is used.
DIRECTORS
89. (1) Until otherwise determined by a General Meeting the number
of Directors shall not be less than two.
(2) The first Directors shall be RONALD KHOO TENG SWEE and
TRAVIS AUSTIN PURTLE.
90. The Company may from time to time by special resolution increase or
decrease the maximum and the minimum number of the Directors, but the minimum
number of Directors shall not be less than two.
91. A Director need not be a member of the Company, but shall be
entitled to receive notice of and to attend all General Meetings of the Company.
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92. The Directors may, at any time, and from time to time, appoint any
person to be a Director, either to fill a casual vacancy, or by way of addition
to their number, provided that the number of Directors shall not at any time
exceed maximum number fixed by, or in accordance with, these Articles.
93. (1) A Director who is in any way whether directly or
indirectly interested in a contract or proposed contract with the Company shall
declare the nature of his interest at a meeting of the Directors in accordance
with Section 131 of the Act.
(2) A Director shall not vote in respect of any contract or
arrangement in which he is interested and if he shall do son in his vote shall
not be counted nor save as provided by paragraph (4) this Article shall he be
counted in the quorum present at the meeting, but either or these prohibitions
shall apply to:-
(a) any arrangement for giving any Director any security
or indemnity in respect of money lent by him to or
obligations undertaken by him for the benefit of the
Company; or
(b) to any arrangements for the giving by the Company of
any security to a third party in respect of a debt or
obligation of the Company for which the Director
himself has assumed responsibility in whole or in
part under a guarantee or indemnity or by the deposit
of security; or
(c) any contract of a Director to subscribe for or
underwrite shares or debentures of the Company; or
(d) any contract or arrangement with any other Company in
which he is interested only as a Director or an
officer of the Company or as a holder of shares or
other securities; and these prohibitions may at any
time be suspended or relaxed to any extent and either
generally or in respect of any particular contract
arrangement or transaction by the Company by ordinary
resolution.
[CHOP APPEARS HERE]
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(3) A Director may hold any other office or place of profit
under the Company (other than the office of auditor) in conjunction with his
office of Director for such period and on such terms (as to remuneration and
otherwise) as the Directors may determine. No Director or intending Director
shall be disqualified by his office from contracting with the Company either
with regard to his tenure of any such other office or place of profit or as a
Vendor, purchaser or otherwise. No such contract and no contract or arrangement
entered into by or on behalf of the Company in which any Director is in any way
interested shall be liable to be avoided nor shall any Director so contracting
or being so interested be liable to account to the Company for any profit
realized by any such contract or arrangement by reason of such Director holding
that office or of the fiduciary relationship thereby established.
(4) A Director notwithstanding his interest may be counted in
the quorum present at any meeting whereat he or any other Director is appointed
to hold any such office or place of profit under the Company or whereat the
terms of any such appointment are arranged and he may vote on any such
appointment or arrangement other than his own appointment or the arrangement of
the terms thereof.
(5) A Director of the Company may with the consent of the
Board be or become a Director or other officer of or otherwise interested in any
Company promoted by the Company or in which the Company may be interested as a
shareholder or otherwise and no such Director shall be accountable to the
Company for any remuneration or other benefits received by him as a Director or
officer of or from his interests in such Company unless the Company otherwise
directs.
94. The Director shall keep Registers as required by Sections 134 and
141 of the Act.
95. The remuneration of the Directors shall from time to time
determined by the Company in General Meeting.
96. If any Director being willing shall be called upon to perform extra
services or to make any special exertions in going or residing abroad or
otherwise for any of the purposes of the Company the Company may remunerate the
Director so doing either by a fixed sum or by a percentage of profits or
otherwise (but no turnover) as may be determined by the Directors and such
remuneration may be either in addition to or in substitution for his or their
share in the remuneration above provided.
[CHOP APPEARS HERE]
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97. The Company may by ordinary resolution of which notice has been
given to all members entitled to receive notices remove any Director from office
notwithstanding anything in these Articles or in any agreement between the
Company and such Director. Such removal shall be without prejudice to any claim
such Director may have for damages for breach of any contract of service between
him and the Company.
98. (1) The Company may by ordinary resolution appoint another
person in place of a Director removed from office under the immediately
preceding Article.
(2) Without prejudice to the powers of the Directors in his
behalf the Company may appoint any person to be a Director either to fill a
casual vacancy or as an additional Director.
MANAGING DIRECTORS
99. The Directors may from time to time appoint one or more of their
body to the Office of Managing Director for such period and on such terms as
they think fit and, subject to the terms of any agreement entered into in any
particular case, may revoke any such appointment. The appointment of a Managing
Director shall be automatically determined if he ceases from any cause to be a
Director.
100. A Managing Director shall subject to the terms of any agreement
entered into in any particular case, receive such remuneration (whether by way
of salary, commission or participation in profit, or partly in one way and
partly in another) as the Directors may determine.
101. The Directors may entrust to and confer upon a Managing Director
any of the powers exercisable by them upon such terms and conditions and with
such restrictions as they may think fit, and either collaterally with or to
exclusion of their own powers, and may from time to time revoke, withdraw,
alter, or vary all or any of those powers.
SECRETARY
102. The Secretary or Joint Secretaries shall be appointed by the
Directors for such term at such remuneration and upon such conditions as they
may think fit; and any Secretary or Joint Secretary so appointed may be removed
by them.
[CHOP APPEARS HERE]
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103. (1) A provision of the Act or these Articles requiring or
authorizing a thing to be done by or to a Director and the Secretary shall not
be satisfied by its being done by or to the same person acting as Director and
as or in place of the Secretary.
(2) A provision of the Act or these Articles requiring or
authorizing a thing to be done by or to the Secretary shall be satisfied by its
being done by or to one or more of the Joint Secretaries if any for the time
being appointed by the Directors.
THE SEAL
104. The Directors shall provide for the safe custody of the Seal which
shall only be used by the authority of the Directors or of a committee of the
Directors or of a committee of the Directors authorized by the Directors in that
behalf; and every instrument to which the Seal shall be affixed shall be signed
by one Director and shall be counter-signed by the Secretary or by a second
Director or by some other person appointed by the Directors for the purpose.
105. The Company may exercise all the powers conferred by Section 35 of
the Act to have an official seal for use abroad an such official seal shall be
affixed by the authority and in the presence of and the instruments sealed
therewith shall be signed by such persons as the Directors shall from time to
time by writing under the Seal appoint.
POWER AND DUTIES OF DIRECTORS
106. (1) The business of the Company shall be managed by the
Directors who may exercise all such powers of the Company as are not by the Act
or by these Articles required to be exercised by the Company in General Meeting
subject nevertheless to the provisions of the Act and these Articles and to such
regulations being not inconsistent with the said provisions and Articles as may
be prescribed by the Company in General Meeting; but no regulations made by the
Company in General Meeting shall invalidate any prior act of the Directors which
would have been valid if that regulation had not been made.
(2) Without prejudice to the generality of the foregoing
sub-clause the Directors may on behalf of the Company pay a gratuity pension or
allowance to any employee or ex-employee, Director or former Director, or the
wife, widow or other dependant of an employee or ex-employee Director or former
Director in such manner and to such extent as the Directors shall think fit and
for
[CHOP APPEARS HERE]
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these purposes the Directors may if thought fit either alone or in conjunction
with any other persons constitute and contribute to a scheme or trust for the
purpose of providing any such gratuity pension or allowance and take out
policies of insurance and pay the premiums reserved thereby.
107. The Directors may exercise all the powers of the Company to borrow
money and to mortgage or charge its undertaking, property and uncalled capital
or any part thereof and to issue debentures, debenture stock and other
securities whether outright or as a security for any debt, liability or
obligation of the Company or of any third party.
108. The Directors may delegate any of their powers other than the
powers to borrow and make calls to Committees consisting of such Members of
their body as they think fit. Any Committee so formed shall in the exercise of
the power so delegated conform to any regulations that may from time to time be
imposed upon them by the Board.
109. The Directors from time to time and at any time may establish any
local boards or agencies for managing any of the affairs of the Company either
in Malaysia or elsewhere and may appoint any persons to be members of such local
boards or any managers, inspectors or agents and may fix their remuneration and
may delegate to any local board, manager, inspector or agent any of the powers,
authorities and discretions vested in the Directors with powers to sub-delegate
and may authorize the members of any local board or any of them to fill any
vacancies therein and to act notwithstanding vacancies and any such appointment
or delegation may be made upon such terms and subject to such conditions as the
Directors may think fit and the Directors may remove any person so appointed and
may annul or vary such delegation, but no person dealing in good faith and
without notice of any such annulment or variation shall be affected thereby.
Every Director while present in the country or territory in which any such local
board or any committee thereof shall have been established shall be ex-officio a
member thereof and entitled to attend and vote at all meetings thereof held
while he is present in such country or territory.
[CHOP APPEARS HERE]
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110. The Directors may, at any time, and from time to time, by power of
attorney under the Seal, appoint any person to be the attorney of the Company
for such purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors under these Articles),
and for such period and subject to such conditions as the Directors may from
time to time think fit, and such appointment may (if the Directors think fit) be
made in favor of the members or any of the members of any local board
established as aforesaid, or in favor of and body corporate or of the members,
directors, nominees or managers of any body corporate or unincorporated, or
otherwise in favor of any fluctuating body of persons, whether nominated
directly or indirectly by the Directors, and any such power of attorney may
contain such powers for the protection or convenience of persons dealing with
such attorney as the Directors may think fit.
111. Any such delegate or attorney as aforesaid may be authorized by
Directors to sub-delegate all or any of the powers, authorities or discretions
for the time being vested in him.
112. All cheques, promissory notes, drafts, bills of exchange and other
negotiable or transferable instruments in which the Company is in any way
concerned or interested and all receipts for moneys paid to the Company shall be
signed, drawn, accepted, endorsed or otherwise executed as the case may be in
such manner as the Directors shall from time to time by resolution determine.
113. The Company may exercise the powers conferred upon the Company by
Section 164 of the Act with regard to the keeping of a Branch Register, and the
Directors may (subject to the provisions of that Section) make and vary such
regulations as they may think fit respecting the keeping of any such Register.
114. The office of a Director shall be vacated:-
a) If a receiving order is made against him or he makes
any arrangements or composition with his creditors.
b) If he becomes of unsound mind.
c) If he absents himself from the meetings of the
Directors during a continuous period of three months
without special leave of absence from the Board of
Directors and they pass a resolution that he has by
reason of such absence vacated office.
[CHOP APPEARS HERE]
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d) If by the notice in writing to the Company he resigns
his office.
e) If he is prohibited from being a Director by an order
made under Sections 125 or 130 of the Act.
f) If he is removed from office pursuant to a resolution
passed under the provisions of Article 97.
g) If he be requested in writing by a majority of the
other Directors for the time being to vacate office.
h) If he ceases to be a Director by virtue of Section
124 of the Act.
POWER TO APPOINT ALTERNATE DIRECTORS
115. A Director may with the approval of the other Directors appoint
any person to be an alternate Director and such appointment shall have effect
and such appointee whilst he holds office as an alternate Director shall be
entitled to notice of meetings of Directors and to attend and vote thereat
accordingly but he shall not be entitled to ordinary remunerations which shall
continue to be payable to his appointor as if no such appointment had been made.
As alternate Director he shall ipso facto vacate office if and when the
appointor vacates office as a Director or removes the appointee from office and
any appointment under this clause shall be effected by notice in writing under
the hand of the Director making the same.
PROCEEDINGS OF DIRECTORS
116. The Directors or any Committee of Directors may meet together for
the dispatch of business, adjourn and otherwise regulate their meetings as they
think fit and determine the quorum necessary for the transaction of business.
Unless otherwise determined two shall be a quorum. Questions arising at any
meeting shall be decided by a majority of votes. In case of an equality of votes
the Chairman shall have a second or casting vote.
117. A Director may, and on the request of a Director the Secretary
shall, at any time summon a meeting of the Directors by notice served upon the
several Members of the Board.
[CHOP APPEARS HERE]
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118. The Directors or any Committee of the Directors may from time to
time elect a Chairman who shall preside at their meetings, but if no such
Chairman be elected or if at any meeting the Chairman be not present within five
minutes after the time appointed for holding the same a substitute for that
meeting shall be appointed by such meeting from among the Directors present.
119. The continuing Directors may act notwithstanding any vacancy in
their body, but, if and so long as their number is reduced below the minimum
number fixed by or pursuant to these Articles, the continuing Directors or
Director may act for the purpose of appointing sufficient Directors to bring the
Board up to that number or of summoning a General Meeting of the Company
notwithstanding that there shall not be a quorum, but no other purpose.
120. All acts bona fide done by any meeting of Directors or by
Committee of Directors or by any person acting as a director shall,
notwithstanding it be afterwards discovered that there was some defect in the
appointment of any such Director or person acting as aforesaid or that they or
any of them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director.
121. A resolution in writing signed by all of the Directors shall be as
valid and effectual as if it had been passed at a meeting of the Directors or of
a Committee of the Directors. Any such resolution may be contained in a single
document or may consist of several documents all in like form.
122. The Directors shall cause proper minutes to be made in books to be
provided for the purpose of all appointments of offices made by the Directors,
of the proceedings of all meetings of Directors and Committees of Directors and
of the attendances thereat and of the proceedings of all meetings of the Company
and all business transacted, resolutions passed and orders made at such meetings
and any such minute of any meeting, if purporting to be signed by the Chairman
of such meeting or by the Chairman of the next succeeding meeting of the Company
or Directors of Committee as the case may be, shall be sufficient evidence
without any further proof of the facts therein stated.
123. Subject to the Act any resolution passed by the Directors notice
whereof shall be given to the members in the manner in which notices are herein
directed to be given and
[CHOP APPEARS HERE]
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which shall within one month after it shall have been so passed be ratified and
confirmed in writing by members entitled to three-fourths of the votes shall be
as valid and effectual as a resolution of a General Meeting but this clause
shall not apply to a resolution for winding up the Company or to a resolution
passed in respect of any matter which by the Act or these presents ought to be
dealt with by a special or extraordinary resolution.
124. Notice of every Directors' meeting shall be sent to each Director
and/or alternate Director.
DIVIDENDS AND RESERVE
125. Subject to any rights or privileges for the time being attached to
any shares in the capital of the Company having preferential, deferred or other
special rights in regard to dividends, the profits of the Company which it shall
from time to time be determined to distribute by way of dividend shall be
applied in payment of dividends upon the shares of the Company in proportion to
the amounts paid up thereon respectively otherwise than in advance of calls.
126. The Directors may before recommending any dividend set aside out
of the profits of the Company such sums as they think proper as a reserve fund
which shall at the discretion of the Directors be applicable for meeting
contingencies, for the gradual liquidation of any debt or liability of the
Company or for repairing or maintaining any works connected with the business of
the Company or shall be as to the whole or in part applicable for special
dividends or for equalizing dividends or for distribution by way of special
dividend or bonus on such terms and in such manner as the Directors shall from
time to time determine and the Directors may divide the reserve fund into
separate funds for special purposes and may invest the sums from time to time
carried to the credit of such fund or funds upon such securities (other than the
share of the Company) as they may select.
127. The Directors may, with the sanction of a General Meeting, from
time to time declare dividends, but no such dividend shall (except as by the
Statutes expressly authorized) be payable otherwise than out of the profits of
the Company.
[CHOP APPEARS HERE]
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No higher dividend shall be paid than is recommended by the Directors and a
declaration by the Directors as to the amount of the profits at any time
available for dividends shall be conclusive. The Directors may, if they think
fit, and if in their opinion the position of the Company justifies such payment,
without any such sanction as aforesaid, from time to time declare and pay an
interim dividend, or pay any preferential dividends on shares issued upon the
terms that the preferential dividends thereon shall be payable on fixed dates.
128. With the sanction of a General Meeting, dividends may be paid
wholly or in part in specie, and may be satisfied in whole or in part by the
distribution amongst the members in accordance with their rights of fully paid
shares, stock or debentures of any other Company, or of any other property
suitable for distribution as aforesaid. The Directors shall have full liberty to
make all such valuations, adjustments and arrangements, and to issue all such
certificates or documents of title as may in their opinion be necessary or
expedient with a view to facilitating the equitable distribution amongst the
members of the dividends or portions dividends to be satisfied or to give them
the benefit of their proper shares and interests in the property, and no
valuation adjustment or arrangement so made shall be questioned by member.
CAPITALISATION OF PROFITS AND RESERVES
129. (1) The Company in General Meeting may, upon the
recommendation of the Directors, resolve that it is desirable to capitalize any
part of the amount for the time being standing to the credit of the Company's
reserve funds or to the credit of the profit and loss account or otherwise
available for distribution; and accordingly that such sum be set free for the
distribution amongst the Members who would have been entitled thereto if
distributed by way of dividend and in the same proportions on condition that the
same be not paid in cash but be applied either in or towards paying up any
amounts for the time being unpaid on any shares held by such Members
respectively or paying up in full unissued shares or debentures of the Company
to be allotted and distributed credited as fully paid up to and amongst such
Members or their nominees in the proportion aforesaid or partly in the one way
and partly in the other and the Directors shall give effect to such resolution.
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Provided that a capital redemption reserve fund may, for the
purpose of this Article, only be applied in paying up of unissued shares to be
issued to Members as fully paid bonus shares.
(2) Whenever such resolutions as aforesaid shall have been
passed, the Directors shall make all appropriations and applications of the
amounts resolved to be capitalized thereby and all allotments and issues of
fully paid shares or debentures if any and generally shall do all acts and
things required to give effect thereto with full power to the Directors to make
such provision for the satisfaction of the right of any Member under such
resolution to a fractional part of a share by the issue of fractional
certificates or by payment in cash or otherwise as they think fit and also to
authorize any person to enter on behalf of the Members entitled thereto or their
nominees into an agreement with the Company providing for the allotment to them
respectively credited as fully paid up of any further shares to which they may
be entitled upon such capitalization; and any agreement made under such
authority shall be effective and binding on all such members and their nominees.
130. The Directors may deduct from any dividend or other moneys payable
in respect of any share held by a member, either alone or jointly or jointly
with any other member, all such sums of money (if nay) as may be due and payable
by him either alone or jointly with any other person to the Company on account
of calls or otherwise.
131. A transfer of a share shall not pass the right to any dividend
declared in respect thereof before the transfer has been registered.
132. Any dividend, installment of dividend or interest in respect of
any share may be paid by cheque or warrant payable to the order of the member
entitled thereto, or (in the case of joint holders) of that member whose name
stands first on the register in respect of the joint holding. Every such cheque
or warrant shall (unless other-wise directed) be sent by post to the last
registered address of the member entitled thereto, and the receipt of the person
whose name appears on the register of members as the owner of any share, or in
the case of joint holders, of any one of such holders, or of his or their agent
duly appointed in writing, shall be a good discharge to the Company for all
dividends or other payments made in respect of such share. Every such cheque or
warrant shall be sent at the risk of the person entitled to the money
represented thereby.
[CHOP APPEARS HERE]
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133. No unpaid dividend or interest shall bear interest as against the
Company.
ACCOUNTS
134. The Directors shall cause proper books of account to be kept with
respect to:-
(a) all sums of money received and expended by the
Company and the matters in respect of which the
receipt and expenditure take place;
(b) all sales and purchases of goods by the Company; and
(c) the assets and liabilities of the Company. Such books
of account give a true and fair view of the state of
the Company's affairs and explain its transactions.
135. The books of account shall be kept at the Office, or, subject to
Section 167 of the Act, at such other place or places as the Directors think fit
and shall always be open to the inspection of the Directors.
136. The Directors shall from time to time determine whether and to
what extent and at what times and places and under what conditions or
regulations the accounts and books of the Company or any of them shall be open
to the inspection of Members and no Member (not being a Director) shall have any
right of inspecting any account or book or document of the Company except as
conferred by Statute or authorized by the Directors or by a resolution of the
Company in General Meeting.
137. The Directors shall from time to time in accordance with Section
169 of the Act cause to be prepared and to be laid before the Company in General
Meeting such profit and loss accounts, balance sheets and reports as are
referred to in that Section.
138. A copy of every balance sheet (including every document required
by law to be annexed thereto) which is to be laid before the Company in General
Meeting together with a copy of the Auditor's report shall not less than
twenty-one days before the date of the meeting be delivered or sent by post to
every Member of and every holder of debentures of the Company. Provided that
this Article shall not require a copy of those documents to be sent to any
person of whose address the Company is not aware or to more than one of the
joint holders of any shares or debentures.
[CHOP APPEARS HERE]
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AUDIT
139. Auditors shall be appointed and their duties regulated in
accordance with Section 8, 9, 172 and 174 of the Act.
NOTICES
140. A notice or other document may be served by the Company upon any
member, either personally, or by sending it through the post in a prepaid
letter, envelope or wrapper, or by cable, addressed to such member at his
address as appearing in the Register.
141. All notices directed to be given to the members shall, with
respect to any share to which persons are jointly entitled, be given to
whichever of such persons is named first in the Register, and notice so given
shall be sufficient notice to all the holders of such share.
142. Any Member described in the Register of Members by an address not
within Malaysia who shall from time to time give the Company an address within
Malaysia at which notices may be served upon him shall be entitled to have
served upon him at such address any notice to which he would be entitled under
these Articles but, save as aforesaid, no Member other than a Member described
in the Register of Members by an address within Malaysia shall be entitled to
receive any notice from the Company.
143. Subject to the provisions of Article 123 any document other than a
notice requiring to be served on a member may be served in like manner as a
notice may be given to him under these Articles.
144. Any document other than a notice requiring to be served on a
Member, may be served in like manner as a notice may be given to him under these
Articles. Subject to the provisions of Article 13 the signature to any such
notice or document may be written or printed.
145. Any summons, notice, order or other document required to be sent
to or served upon the Company, or upon any officer of the Company may be sent or
served by leaving the same or sending it through the post in a prepaid letter,
envelope or wrapper or by cable, addressed to the Company or to such officer at
the Office.
146. Any notice or other document shall be deemed to have been served,
if served by post, on the fourth day after dispatch and, if served by cable,
twenty-four hours after dispatch, and in proving such service it shall be
sufficient to prove that the letter, envelope or wrapper containing the notice
or document was properly addressed and put into the post as a prepaid letter or
cable.
[CHOP APPEARS HERE]
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147. Every person who, by operation of law, transfer or any other means
whatsoever, shall become entitled to any share shall be bound by every notice in
respect of such share which previously to his name and address being entered on
the Register shall be duly given to the person from who he derives his title to
such share.
148. Any notice or document served upon or sent to, or left at the
registered address of, any member in pursuance of these Articles, shall,
notwithstanding that such member be then deceased or bankrupt, and whether or
not the Company has notice of his deceased or bankruptcy be deemed to have been
duly served in respect of any share held by such member, whether held solely or
jointly with other persons, until some other person be registered in his stead
as the holder or joint holder of such share, and such service shall, for all
purposes of these Articles, be deemed a sufficient service of such notice or
document on his executors, administrators or assigns, and all persons (if any)
jointly interested with him in such share.
WINDING UP
149. If the Company shall be wound up, subject to due provision being
made satisfying the claims of any holders of shares having attached thereto any
special rights in regard to the repayment of capital, the surplus assets shall
be applied in repayment of the capital paid up or credited as paid up on the
Ordinary Shares at the commencement of the winding up.
150. If the Company shall be wound up, the Liquidators may, with the
sanction of an extraordinary resolution, divide among the members in specie any
part of the asset of the Company and any such division may be otherwise than in
accordance with the existing rights of the Members, but so that if any division
is resolved on otherwise than in accordance with such rights, the Members shall
have the same right of dissent and consequential rights as if such resolution
were a special resolution passed pursuant to Section 270 of the Act. A special
resolution sanctioning a transfer or sale to another Company duly passed
pursuant t the said section may in like manner authorize the distribution of any
shares or other consideration receivable by the Liquidators amongst the Members
otherwise than in accordance with their existing rights; and any such
determination shall be binding upon all the Members subject to the right of
dissent and consequential rights conferred by the said Section.
[CHOP APPEARS HERE]
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151. In the event of a winding up of the Company every member of the
Company who is not for the time being in Malaysia shall be bound, within
fourteen days after the passing of an effective Resolution to wind up the
Company voluntarily, or within the like period after the making of an order for
the winding up of the Company, to serve notice in writing on the Company
appointing some householder in Malaysia upon whom all summonses, notices,
processes, orders and judgments in relation to or under the winding up of the
Company may be served, and in default of such nomination the Liquidator of the
Company shall be at liberty on behalf of such member to appoint some such
person, and service upon any such appointee shall be deemed to be a good
personal service on such member for all purposes, and where the Liquidator makes
any such appointment he shall, with all convenient speed, give notice thereof to
such member by advertisement in "The Straits Times" or by a registered letter
sent through the post and addressed to such member at his address as appearing
in the Register, and such notice shall be deemed to be served on the day
following that on which the advertisement appears or the letter is posted.
INDEMNITY
152. Every Director, Managing Director, Agent, Auditor, Secretary and
other officer for the time being of the Company shall be indemnified out of the
assets of the Company against any liability incurred by him in defending any
proceedings whether civil or criminal in which judgment is given in his favour
or in which he is acquitted or in connection with any application under Section
354 of the Act in which relief is granted to him by the Court.
[CHOP APPEARS HERE]
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- --------------------------------------------------------------------------------
Names, Addresses and Descriptions of Subscribers
- --------------------------------------------------------------------------------
RONALD KHOO TENG SWEE
/s/ RONALD KHOO TENG SWEE
6 Jalan Delima,
Kuala Lumpur Advocate & Solicitor
(I.C. No: 1863474)
TRAVIS AUSTIN PURTLE
/s/ TRAVIS AUSTIN PURTLE
"Sri Adilida", Lot 1668,
Mukim Ulu Klang
Kuala Lumpur Company Executive
(I.C. No: 9528928)
- --------------------------------------------------------------------------------
Dated this 19th day of June, 1980
Witness to the above signatures:-
/s/ JOHARI RAZAK
JOHARI RAZAK
Advocate & Solicitor
No. 2, Benteng
Kuala Lumpur
[NOTE APPEARS HERE]
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